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The episode begins with explaining what has happened since the last episode. The dust soon clears from the previous explosion and our heroes look on Hanzou again. With an evil grin, Hanzou once again sends his Ninjasks and Shedinja in for solar beams. As the three beams make their way to the group, Togepi begins to glow and rises from Misty's arms.

Misty seems in shock as the tiny Pokemon rises with its determined face. In a great show of power, it sends a large barrier around itself and widens it to absorb the beams. As this happens, the scene zooms out to show the surrounding area. The castle still appears to have the illusion of an upside-down castle above it. Ash and co surround Togepi as its barrier continues to shield them.

Suddenly, the door of the upside-down castle begins to glow and a large beam of light shoots down toward the barrier. A bright flash follows as everyone shields themselves. The bright light fades back into the door of the castle and everything returns to normal. Hanzou and Team Rocket look around but see no Ash and co. Team Rocket wonders what happened as Hanzou looks up to see the castle disappear. Hanzou turns to them and exclaims that they have work to do.

Togepi stops glowing and floats down to the group who are now in a large open field. Ash and co wonder where they are and Osashi asks the maid. She says that they must be in the Togepi Paradise. Ash and co are shocked and the maid explains that it was only a legend passed throughout the kingdom, but they are now seeing it in the flesh. The group looks around to see many trees and fields. All the trees have Togepi egg markings making it look like a fairy tale forest.

The only problem is the fact that the forest isn't from a fairy tale; but from a nightmare. The trees are all withered and the sky is dark. The maid remarks that the forest was always presented as a happy place, but everything going on at the kingdom must have caused it to die. Max touches a nearby grass blade and watches in shock as it deteriorates. The maid says that the forest is slowly dying, and the Togepi Paradise may not be a paradise much longer.

The maid then adds in that the Togepi Paradise has also been told to have many Togepi roaming free, but there doesn't seem to be any now. Togepi sadly floats around, and then soon rushes off. Misty follows to find several worn out Togepi huddled against a dead tree. Togepi motions to one and it slowly opens its eyes.

Ash and co follow up and are in shock at the find. Max turns to May and tells her to scan the group with her Pokedex as it may tell them something. She does to find out that Togepi is the lucky Pokemon and it brings happiness to those with joyous hearts. It then says that in times of trouble, Togepi may become sad and bring no joy. Misty is instantly enraged and curses Hanzou. The maid also speaks up, remarking that Hanzou probably wishes to take over Togepi Paradise and cast the whole forest into darkness.

Meanwhile back in the real world, Hanzou has approached the walkway to the castle gate. He knows that the door is now connected with the Togepi Paradise, and so he has his Pokemon launch solar beams right into it. The door shines bright as the beams strike and he casts an evil grin. Team Rocket huddle behind him shocked.

Inside the Togepi Paradise, a bright light flashes and more of the Togepi trees die. Togepi is angered by this and it begins to hover away. Ash and co follow to find a vortex showing Hanzou and the rockets peering in. Togepi boldly hovers through and Ash tries to follow. He smashes against it and is blown back as Misty and the others help him. They all peer into the vortex powerless to do anything.

Togepi emerges forming another barrier. The attacks subside and it appears angry. Meowth remarks that it looks angry and James says that it takes a lot to anger such a ball of joy. Hanzou isn't impressed and he has his Ninjasks shadow ball it. Togepi dodges the first, but is blown back into a pillar by the second. It falls injured to the ground as Ash and co helplessly watch. Misty screams for her Pokemon, but it is in vein.

Hanzou laughs evilly as he picks Togepi up and lifts it into the air. Team Rocket congratulates him as he tells them to follow him. They salute and turn to leave. Ash and co watch as they disappear down the path. Misty is now on the verge of tears, and she rushes to the vortex and slams her hand against it. Ash joins her, but it still doesn't budge. Suddenly, the Togepi in the forest begin to glow and the vortex grows. Misty is confused as the vortex surrounds them. After some time, they emerge into the real world.

In the castle throne room, Hanzou presents Togepi to the king. The king doesn't seem to care for this, and remarks that he will not accept Togepi from an unwilling trainer. Hanzou begins to laugh, exclaiming that the king was always weak minded. Team Rocket rushes behind and happily agrees. The king wonders what is happening when his guards suddenly rush him. He then knows he has been betrayed…

Ash and co are now walking through the streets of the Kingdom of Illusions back toward the castle. Max wonders how they ever plan to beat Shedinja with its wonderguard ability, and Brock remarks that a fire type would do the trick. May realizes she has Torchic and wonders if it'll work. Suddenly, Ash and co hear a familiar voice and turn to see Jessie on a video monitor.

She happily exclaims that Hanzou has brought a Togepi to the realm to rule and so he has been newly elected as the king. She begins to go on and on about how great he is as the townspeople stare awkwardly. Osashi turns to the maid worried about the king, and wonders what they'll do now. Ash suggests they sneak into the castle and retrieve Togepi. Misty agrees, but thinks it's too risky. Brock cuts in exclaiming that he'll do anything to make Osashi happy, but he is soon pulled away by Misty. May is still surprised by this but Max now thinks it's funny.

Meanwhile in the castle, Hanzou sits on the throne with Togepi asleep in his lap. Team Rocket approach and bow down. As they do they ask him when he plans on rewarding them. Hanzou just laughs and says they never made it clear what they wanted in return for their part. The three become confused and Jessie says gold or valuables would do. Hanzou smirks and says he'll reward them plentifully. With that, he orders his Pokemon to solar beam them. Team Rocket freaks out as they are struck and blast off out the side of the castle.

With them gone, Taillow and Beautifly fly by the hole. They then return to the group and explain what they saw. Ash asks Taillow if they found a secret way in, but it shakes its head. May asks the same thing but Beautifly had no luck as well. The maid then suggests that they head there and see. Misty agrees and is now very worried for Togepi.

At the Mirage Shrine next to the castle, Hanzou says a chant, and then places Togepi in the middle of a large platform. The beads around it begin to glow. When it stops, the priest exclaims that the oath has been taken and Hanzou is officially king. Above the shrine, the upside-down castle appears again. Somewhere close by, Team Rocket come lumbering in cursing Hanzou. Meowth says they should have never have gone along with it, and Jessie just wants revenge.

The three are then interrupted by the maid, Max, Brock, and Mudkip rushing by. Brock exclaims to the maid that Mudkip will find a way in, and then they can deal with Hanzou. As they pass, Team Rocket ducks out from behind a tree. They see this as a way to get back at Hanzou and decide to follow.

Brock and the others are suddenly confronted by two familiar gypsy fortune tellers. Of course, they are Jessie and James. Jessie asks if they would like their fortunes read but Max says they are in a hurry. Team Rocket doesn't seem to hear him as they peer into their crystal ball and remark that they see Hanzou at a large shrine taking the oath with Togepi. The maid recalls that this is a practice of the kingdom, and Brock thanks them for the info before they go.

Hanzou exits the shrine carrying Togepi. He holds it up into the air and begins to exclaim that he is now the most powerful person in Mirage Kingdom. Suddenly, Taillow appears in front of him. Hanzou calls for his Pokemon, but it flies away to join Ash and co who are a few feet ahead. He grins knowing this will be easy.

May says he should be ashamed of himself. Osashi then steps up telling him he has gone way to far, and this has to cease. Hanzou refuses and tells his Ninjasks to attack. They rush in as May releases Torchic. It manages to ember one, but the other strikes it with a shadow ball. May recalls it and Pikachu thunderbolts both of the Ninjasks. A large explosion ensues, and when the dust clears both Ninjasks are out.

Hanzou still refuses to give up and has Shedinja use solar beam. As the beam heads towards the group, a barrier appears blocking it. Hanzou is shocked and Ash and co wonder what did it. Togepi awakens in Hanzou's arms just to see the other Togepi emerge into the real world. They all line up and use some sort of metronome. Except instead of performing an attack, tiny beams of light strike Togepi and revive it. Togepi begins to rise and blows Hanzou back with its barrier.

It is at this moment that out beloved scrambled egg begins to glow. When it emerges, we finally see our Togetic! Ash and May are shocked, and Osashi exclaims that it evolved into Togetic. The Pokemon flies down to its trainer and Misty ask if it's alright. It nods and flies up to the other Togepi. After some conversation, Togetic and its friends turn to Hanzou. He still refuses to give up and exclaims that he is the king and nothing will take that away from him.

With that, another solar beam is launched, but Togetic easily deflects it with its barrier. Osashi steps up exclaiming that Togetic will win as it doesn't see him fit to be king. At this time, the barrier grows surrounding the whole area in a white light. Hanzou is now deranged with shock as Ash and co happily watch. Misty pulls a Pokeball from her belt and says that Togetic still may need help.

She kisses the Pokeball and tosses it revealing her Gyarados! Ash is in shock and wonders why she would have one when she hates them. Hanzou still doesn't seem worried as Shedinja can't be affected by water attacks. Misty then shocks him by having Gyarados pour on a flamethrower! Shedinja cannot handle it and falls back. Hanzou is in awe and Misty grins remarking that a Pokemon may surprise him. Shedinja falls smoking to the ground as Hanzou's only hope of succeeding fades.

May wonders how that worked and so does Ash. Misty grins and says with a trainer like her and some help from Gyarados's dragon abilities, she was able to get it. Hanzou is now enraged, but he soon falls back when his mustache begins to char off. The king then rushes up along with the queen and his guards. He places Hanzou under arrest, and his guards surround the hopeless man. He still wants to fight, but decides to go quietly.

Team Rocket watch from binoculars as Hanzou is hauled away crying. Jessie is enjoying this and James remarks that revenge is ever so sweet. Meowth then says that the rockets get off Scot free and live to fight another day!

The sun begins to set as Togetic watches its friends return to Togepi Paradise. Misty congratulates it and it flies down to her. It motions that it wants to go too, and Misty realizes it is time to say goodbye. She says she accepts that it belongs in the Togepi Paradise and won't hold it back. Osashi says that it is its destiny to protect the paradise now, and Ash thinks it's cool.

Misty grabs Togetic's hands and starts her tearful goodbye. She tells it that no matter where they are, they will always be friends, and nothing can change that. Togetic nods and begins to cry as well. Misty says she'll always remember it, and the two begin to hug. As they stand there, Misty rubs against her Pokemon telling her that she loves it. In the background May is crying hysterically.

Misty then lets go of her friend and tearfully watches as it rises. It looks back one more time as Ash says goodbye. Misty then yells for it not to forget her and it nods. With that, it enters the vortex and disappears. The Mirage Castle then begins to sway and it soon is lost to the sky.

Osashi says she is sorry for everything that is happened, but Misty understands. Suddenly, a Togepi brushes against Osashi. Misty remarks that it must have stayed behind. She then says that it looks like the Mirage Kingdom has an heir to the throne after all. With that, Togepi leaps into Osashi's arms and they hug. Osashi thanks the group for everything, and continues to hug her new Pokemon.

The blimp is now back to where the group started before the whole incident. Misty tells her friends that she plans to head back to the gym now to help her sisters, but she had a lot of fun seeing them again. She tells Max to keep learning everything he can, and she wishes May luck in her future contests. Ash then wishes her luck at the gym and she wishes him luck in the Hoenn League. With that, the blimp takes off leaving Ash, Brock, May, and Max waving to Misty as she goes.

Meanwhile in the now lush forest of the Togepi Paradise, Togetic flies over the other Togepi and smiles happily.